Exchange Adjustment Sample Clauses

Exchange Adjustment. (i) The consideration hereunder shall consist of 756,199 validly issued, fully paid and nonassessable, ordinary shares of Parent (“Parent Shares”), subject to adjustment as set forth in this Section 2.01. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) and other than Dissenting Shares (as defined in Section 2.01(d)), each issued and outstanding share of the Series A Preferred Stock, US$0.001 par value (the “Series A Preferred Stock”), of the Series B Preferred Stock, US$0.001 par value (the “Series B Preferred Stock”) and of the Series C Preferred Stock, US$0.001 par value (the “Series C Preferred Stock,” and together with the Series A Preferred Stock and the Series B Preferred Stock, collectively, the “Preferred Stock”) and each issued and outstanding share of the Series D Preferred Stock, US$0.001 par value (the “Series D Preferred Stock”) and of the Series E Preferred Stock, US$0.001 par value (the “Series E Preferred Stock,” and together with the Series D Preferred Stock, collectively, the “Senior Preferred Stock”) shall be converted into Parent Shares in accordance with Article IV, Section D.3. of the Fifth Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and a copy of which has been made available to Parent or its counsel, subject to adjustment in accordance with this Section 2.01(c). The Parent Shares so issued shall be registered and freely tradeable on the Australian Securities Exchange without restriction no later than 45 days following the issuance thereof.
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Exchange Adjustment. (a) On the Closing Date, in addition to the Purchase Price, Purchaser shall deliver to Seller (in the same manner as the Escrow Amount)Three Hundred Eighty-Five Thousand Dollars ($385,000.00), which amount shall represent an upward adjustment of the Purchase Price if Seller is unable to structure and complete the disposition of the Assets as an Exchange (the "Exchange Adjustment").
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Exchange Adjustment. (a) The Subscribing Holders and Pampa agree that 15 (fifteen) calendar days prior to the date specified for any Shareholders Meeting (as defined in Section 4.1) (the “Recalculation Date”) the number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be recalculated using the Exchange Ratio, except that (i) the period used to calculate the AR$ average closing prices of the Edenor Class B shares of common stock and Pampa shares of common stock which will be the 10 (ten) BASE trading days prior to –but including- the Recalculation Date and (ii) amounts in United States dollars will be converted into AR$ using the FX Rate as of the Recalculation Date (the “Recalculation Exchange Ratio”). The number of Pampa Shares to be issued and delivered by Pampa to the Subscribing Holders pursuant to this Agreement after application of any recalculation using the Recalculation Exchange Ratio in accordance with this Section 1.3(a) (as adjusted, if applicable, in accordance with Section 1.3(b) hereof) shall be rounded to the nearest whole share. If the number of Pampa Shares to be issued and delivered as a result of such recalculation is increased or decreased by:
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Exchange Adjustment. (a) Promptly after they become available, (i) UHC shall deliver to GHS and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited Unity 2015 Financial Statements, and (ii) GHS shall deliver to UHC and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited GHP/GHM 2015 Financial Statements. Promptly after the RI-RA Payments Report becomes available to the public (but no later than thirty (30) days after such time), the Parties shall cause the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) to deliver to the Parties his or her good faith calculation of Audited Adjusted GHP Capital and Surplus and Audited Adjusted Unity Capital and Surplus, in each case together with supporting information therefore.
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Exchange Adjustment. (a) As promptly as practicable after the Effective Date, Shareholders shall cause to be prepared and delivered to Bancorp a balance sheet of Xxxxx as of December 31, 2004 (the "Closing Balance Sheet"). Shareholders shall make available to Bancorp all Books and Records and all work papers and computer files used in connection with the preparation of the Closing Balance Sheet. The Closing Balance Sheet delivered pursuant to this Section shall not be binding on Bancorp if Bancorp timely exercises its right to dispute the same pursuant to the procedures set forth herein. If Bancorp does not exercise such right with respect to the Closing Balance Sheet on a timely basis, then Bancorp shall be deemed to have accepted the same as delivered pursuant to this Section.
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Exchange Adjustment. (a) Promptly after they become available, (i) UHC shall deliver to GHS and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) DM_US 61222629-16.096210.0011 3 the Audited Unity 2015 Financial Statements, and (ii) GHS shall deliver to UHC and the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) the Audited GHP/GHM 2015 Financial Statements. Promptly after the RI-RA Payments Report becomes available to the public (but no later than thirty (30) days after such time), the Parties shall cause the Chief Financial Officer of Quartz (or such other financial officer as agreed to by the Parties) to deliver to the Parties his or her good faith calculation of Audited Adjusted GHP Capital and Surplus and Audited Adjusted Unity Capital and Surplus, in each case together with supporting information therefore.
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Exchange Adjustment 
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Related to Exchange Adjustment

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • CPI Adjustment In this Contract*, “CPI-Adjusted*” in reference to an amount means that amount is adjusted under the following formula: N = C × (1+ CPIn − CPIc ) CPIc where: ”N” is the new amount being calculated; and “C” is the current amount being adjusted; and

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Fee Adjustment Fees as provided in this Agreement to be charged to residents of Joplin and the City pursuant to this Agreement may be adjusted based upon the AARC's change in costs subsequent to the previous adjustment. Any individual fee increases will be adjusted only to the extent of an increase in the Consumer Price Index (Kansas City-All Urban Consumers), utilizing the most recently available 12 month period index from the previous year . If a fee increase request is in excess of the Consumer Price Index the city may request to review data on actual costs of each service if needed to document cost increases. In the event an adjustment to documented cost is warranted, AARC shall provide written notice thereof with supporting documentation, by no later than May 1 of each year. All increases shall be subject to annual appropriation by the Joplin City Council. City shall have thirty (30) days to review and request additional supporting documentation. In the event the parties are unable to agree to the cost adjustment, either party shall be entitled to terminate this Agreement as provided herein.

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • No Adjustment of Conversion Price No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to paragraph 4(d)(v)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • Market Adjustments 22. Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

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